# Terms of Service 

## 1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity

"Agreement" means this Main Services Agreement.

"Client" means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

"Client Data" means electronic data and information submitted by or for Client to the Services, excluding Content and Non-Widgetbook Applications.

"Non-Widgetbook Application" means Web-based, mobile, offline or other software functionality that interoperates with a Service, that is provided by Client or a third party. Non-Widgetbook Applications, other than those obtained or provided by Client, will be identifiable as such.

"Order Form" means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Client and Widgetbook or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

"Services" means the products and services that are ordered by Client under an Order Form, or provided to Client free of charge (as applicable) or under a free trial, and made available online by Widgetbook.

"Statement of Work (SOW)" means a formal document that outlines the specific tasks, deliverables, and requirements of a project

"User" means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Client to use a Service, for whom Client has purchased a subscription. Users may include, for example, employees, consultants, contractors and agents of Client, and third parties with which Client transacts business.

"Widgetbook" means the company Widgetbook GmbH.

"Widgetbook Cloud" means the SaaS platform Widgetbook Cloud.

"Widgetbook OSS" means the Widgetbook open-source package.

## 2. WIDGETBOOK RESPONSIBILITIES

### 2.1 Provision of Purchased Services 
Widgetbook will (a) make the Services and Content available to Client pursuant to this Agreement, and the applicable Order Forms, and SOW's, (b) provide applicable support according to the Service Level Agreement (SLA) (c) use commercially reasonable efforts to make the Services available according to the SLA, except for: (i) planned downtime (of which Widgetbook shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Widgetbook's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Widgetbook employees), Internet service provider failure or delay, Non-Widgetbook Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Widgetbook's provision of its Services to its clients generally (i.e., without regard for Client's particular use of the Services), and subject to Client's and Users' use of the Services in accordance with this Agreement, and the applicable Order Form.

### 2.2 Protection of Client Data
Widgetbook will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Privacy Policy: https://www.widgetbook.io/privacy-policy, and the Documentation: https://docs.widgetbook.io/cloud/account/security. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Client Data (other than by Client or Users).

### 2.3 Widgetbook Personnel
Widgetbook will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Widgetbook's obligations under this Agreement, except as otherwise specified in this Agreement.

## 3. USE OF SERVICE AND CONTENT

### 3.1 Subscriptions
Unless otherwise provided in the applicable Order Form or Documentation, Services and access to Content are purchased as subscriptions for the term stated in the applicable Order Form (b) any added subscriptions will terminate on the same date as the underlying subscriptions. Client agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Widgetbook regarding future functionality or features.

### 3.2 Usage Limits
Services and Content are subject to usage limits specified in Order Forms. If Client exceeds a contractual usage limit, Widgetbook charges Client for extra usage according to Order Forms.

### 3.3 Client Responsibilities
Client will (a) be responsible for Users' compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Client Data, the means by which Client acquired Client Data, Client's use of Client Data with the Services, and the interoperation of any Non-Widgetbook Applications with which Client uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Widgetbook promptly of any such unauthorized access or use, (d) ensure that all registration information User submits will be true, accurate, current, and complete (e) maintain the accuracy of such information and promptly update such registration information as necessary (f) ensure that User is not a minor in the jurisdiction in which they reside (g) not access the Service through automated or non-human means, whether through a bot, script or otherwise; (h) not use the Services for any illegal or unauthorized purpose, (i) ensure that their use of the Services will not violate any applicable law or regulation, or is incomplete, (j) in case of a required registration with our Services, agree to keep the password confidential and will be responsible for all use of the account and password, (k) comply with terms of service of any Non-Widgetbook Applications with which Client uses Services or Content. Any use of the Services in breach of the foregoing by Client or Users that in Widgetbook's judgment threatens the security, integrity or availability of Widgetbook's services, may result in Widgetbook's immediate suspension of the Services, however Widgetbook will use commercially reasonable efforts under the circumstances to provide Client with notice and an opportunity to remedy such violation or threat prior to any such suspension.

### 3.4 Usage Restrictions
Client will not (a) make any Service or Content available to anyone other than Client or Users, or use any Service or Content for the benefit of anyone other than Client or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Widgetbook Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of thirdparty privacy rights, (d) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (e) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (f) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of Widgetbook intellectual property except as permitted under this Agreement, an Order Form, or an SOW, (g) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (h) copy Content except as permitted herein or in an Order Form or an SOW, (i) frame or mirror any part of any Service or Content, other than framing on Client's own intranets or otherwise for its own internal business purposes or as permitted in an SOW, (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

### 3.5 Third-Party Website and Content
The Services may contain (or User may be sent via the Services) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and Widgetbook is not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If User decide to leave the Site and access the Third-Party Websites or to use or install any ThirdParty Content, User does so at their own risk, and User should be aware these Terms and Conditions no longer govern. User should review the applicable terms and policies, including privacy and data gathering practices, of any website to which User navigates from the Service or relating to any applications User uses or install from the Site. Any purchases User makes through Third-Party Websites will be through other websites and from other companies, and Widgetbook takes no responsibility whatsoever in relation to such purchases which are exclusively between User and the applicable third party. User agrees and acknowledges that Widgetbook does not endorse the products or services offered on Third-Party Websites and User shall hold us harmless from any harm caused by Client purchase of such products or services. Additionally, User shall hold us harmless from any losses sustained by User or harm caused to User relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

### 3.6 Modifications and Interruptions
Widgetbook ensures that planned changes to the Service do not materially affect Client. If changes materially affect Client, Widgetbook notifies Client at least 90 days in advance via electronic notice. If changes do not materially affect Client, Widgetbook reserves the right to change, modify, or remove the contents of the Service at any time or for any reason at our sole discretion without notice if the changes do not materially affect Client. However, Widgetbook has no obligation to update any information on our Service. Widgetbook also reserves the right to modify or discontinue all or part of the Service without notice at any time. Widgetbook will not be liable to Client or any third party for any modification, price change, suspension, or discontinuance of the Service. In case the changes materially affect Client, Widgetbook needs to inform Client about the changes at least 90 days in advance via electronic notice. If Client has no Service Level Agreement ("SLA") with Widgetbook, Widgetbook can not guarantee the Service will be available at all times. Widgetbook may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors. Widgetbook reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Service at any time or for any reason without notice to Client. Client agrees that Widgetbook has no liability whatsoever for any loss, damage, or inconvenience caused by Client's inability to access or use the Service during any downtime or discontinuance of the Service. Nothing in these Terms and Conditions will be construed to obligate Widgetbook to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.

## 4. TERM AND TERMINATION

### 4.1 Term
This Agreement will commence on the Effective Date mentioned in the Order Form and continues until all subscriptions hereunder have expired or have been terminated.

### 4.2 Term of Purchased Subscriptions
The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Widgetbook's applicable list price in effect at the time of the applicable renewal.

### 4.3 Termination
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors

### 4.4 Refund or Payment upon Termination
If this Agreement is terminated by Client in accordance with the "Termination" section above, Widgetbook will refund Client any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Widgetbook in accordance with the "Termination" section above, Client will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Client of its obligation to pay any fees payable to Widgetbook for the period prior to the effective date of termination.

## 5. FEES AND PAYMENT

### 5.1 Fees
Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form.

### 5.2 Invoicing
Widgetbook will submit invoices in accordance with the payment terms in the applicable Order Form. Payments are due within 10 (10) days of the invoice date and otherwise in accordance with the relevant Order Form.

### 5.3 Late Payments
Any payments not received by the due date will be subject to interest at a rate of 5% per month, or the maximum amount permitted by law, whichever is lower.

### 5.4 Taxes
Widgetbook's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder. If Widgetbook has the legal obligation to pay or collect Taxes for which Client is responsible under this section, Widgetbook will invoice Client and Client will pay that amount unless Client provides Widgetbook with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Widgetbook is solely responsible for taxes assessable against it based on its income, property and employees.

### 5.5 Non-Enterprise Plans
5.1 – 5.4. are valid for Enterprise Plans only. Non-Enterprise Plans are paid via Stripe. All payment methods that are available in Stripe are possible. Client agrees to promptly update their account and payment information, including email address, payment method, and payment card expiration date, so that Widgetbook can complete the transactions and contact Client as needed. Sales tax will be added to the price of purchases as deemed required by Widgetbook. All payments shall be in Euros or USD. Client agrees to pay all charges or fees at the prices then in effect for your purchases, and authorizes Widgetbook to charge the chosen payment provider for any such amounts upon making the purchase. If the purchase is subject to recurring charges, then Client consents Widgetbook to charging the payment method on a recurring basis without requiring Client's prior approval for each recurring charge, until Client notifies Widgetbook of the cancellation.
Widgetbook reserves the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. Widgetbook also reserves the right to refuse any order.

## 6. REFERENCES

### 6.1 Reference customers
Reference customers are invaluable for Widgetbook. Client permits Widgetbook to use Client's company name and logo on their website and marketing materials, and to be featured in case studies. Widgetbook handles Client's information with care and deeply appreciates the trust in its products and services. Client can revoke the consent for future references in writing at any time.

## 7. CONFIDENTIALITY

### 7.1 Definition of Confidential Information
"Confidential Information" means any non-public, proprietary, or confidential information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether orally, in writing, or through other means.

### 7.2 Obligations
The Receiving Party will (a) maintain the confidentiality of the Disclosing Party's Confidential Information; (b) not disclose or permit the disclosure of Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement.

### 7.3 Exclusions
Confidential Information does not include information that (a) is or becomes publicly known through no fault of the Receiving Party; (b) is lawfully received by the Receiving Party from a third party without restriction; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

### 7.4 Compelled Disclosure
If the Receiving Party is required by law or court order to disclose Confidential Information, the Receiving Party will provide prompt written notice to the Disclosing Party and cooperate in seeking a protective order.

## 8. INTELLECTUAL PROPERTY

### 8.1 Ownership
Unless otherwise stated in a SOW, Widgetbook will retain all right, title, and interest in and to any pre-existing materials, tools, software, or intellectual property used in connection with the Services ("Widgetbook IP").

### 8.2 Deliverables
Upon payment in full, Client will have a non-exclusive, royalty-free license to use the deliverables created by Widgetbook under this Agreement solely for Client's internal business purposes.

### 8.3 Feedback
Any feedback or suggestions provided by Client to Widgetbook may be used by Widgetbook without restriction or compensation.

## 9. WARRANTIES AND DISCLAIMERS

### 9.1 Mutual Warranties
Each Party represents and warrants that (a) it has the authority to enter into this Agreement and perform its obligations; (b) its performance under this Agreement will comply with all applicable laws and regulations.

### 9.2 Widgetbook Warranties
Widgetbook warrants that the Services will be performed in a professional and workmanlike manner.

### 9.3 Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, WIDGETBOOK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

## 10. LIMITATION OF LIABILITY

### 10.1 Exclusion of Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

### 10.2 Liability Cap
EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO WIDGETBOOK UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

## 11. GENERAL PROVISIONS

### 11.1 Independent Contractor
Widgetbook is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the Parties.

### 11.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Germany, without regard to conflicts of law principles.

### 11.3 Dispute Resolution
Any disputes arising under this Agreement will be resolved through good faith negotiations. If the Parties cannot resolve the dispute within thirty (30) days, either Party may submit the dispute to binding arbitration in Germany.

### 11.4 Entire Agreement
This Agreement, including any SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, and understandings.

### 11.5 Amendments
Any amendments to this Agreement must be in writing and signed by both Parties.

### 11.6 Notices
All notices under this Agreement must be in writing and signed by both Parties.

### 11.7 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

### 11.8 Waiver
No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right.